DOC_Warranty Deed- BOI Happy Camper_2 V1(E IDIAN --
APPROVED
UH_E. 06/01/22
f_E 9UId BEd' ^-zozz-0uvs
ASSIGNMENT AND ASSUMPTION OF CONTRACT'S
'I'll IS ASSIGNMENTAND ASSUMPTION OF CONTRACTS (this "Assignment and
Assumption") is made as oI'Dccember 17, 2013 by Horizon Tower, LLC, a I)claware limited
liability company ("Assignor"), to Horizon Tower Limited Partnership -II, a Kansas limited
partnership, ("Assignee").
This Assignment and Assumption is made pursuant to that certain Asset Purchase
Agreement (the "Agreement") dated I)eceniber 17, 2013, between Assignor and Assignee
pursuant to which Assignor is selling to Assignee the Tower Assets.
NOW, TT IERRFORF, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and pursuant to the Agreement, Assignor hereby assigns to
Assignee the Contracts, Ground Leases and the 'Tenant Leases, and all of Assignor's rights,
interests and benefits thereunder, fi-ee and clear ol' Liens, other than Permitted Exceptions, and
Assignee hereby assumes and agrees to perform the obligations of Assignor arising thereunder
after Closing.
Notwithstanding anything to the contrary set forth herein, to the extent an)/ such Tower
Lease, Ground Lease or Contract may not be assigned without the consent of a third party and
such consent is not obtained prior to Closing: (i) the parties shall continue to use commercially
reasonable efforts to obtain such consent for a reasonable period of time after the Closing; and
(ii) this Assignment and Assumption shall not constitute an assignment of such agreement;
provided, however, with respect to each such agreement, Assignor and Assignee shall cooperate
to the extent feasible in effecting a lawful and commercially reasonable arrangement Under
which Assignee shall receive the benefits Under such agreement from and after Closing, and to
the extent of benefits received, Assignee shall pay for and perform Assignor's obligations under
such agreement from and after Closing in accordance with its terms.
This Assignment and Assumption may be signed in any number of counterparts with the
same force and effect as if all signatures appeared on one and the same instrument. This
Assignment and Assumption is made pursuant to (and does not modify) the Agreement, which
contains certain representations, warranties and covenants regarding the Contracts, Ground Leacs
and Tenant Leases. Capitalized terms used herein and not defined shall have the respective
meanings set forth in the Agreement.
JSIGNATURE PAGE FOLLOWS]
(E IDIA\ --
APPROVED
UH_E. 06/01/22
f_E SUMBEH n-z 22-9s
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS
— IN WITNESS WHEREOF, Assignor and Assignee have duly executed this
Assignment and Assumption as of the (late first set forth above.
ASSIGNOR:
ASSIGNEE:
HORIZON
By:
Name:
Title:
, LLC
HORIZON TOWER LIMITED
PARTNERSHIP -II
By:
Name:
Title:
APPROVED
DAT osrovz2
C;%Uld B;R'A-2G22 ss
IN WITNESS WHEREOF, Assignor and Assignee have duly executed this
Assignment and Assumption as of the date first set forth above.
ASSIGNOR:
ASSIGNEE:
HORIZON "POWER, LLC
By:
Name:
Title:
HORIZON TOWER LIMITED
PARTNERSHIP -II
4
By:
Name: baY ci IrA
Title: Y`f10�nar��Mew�ber o� Gev�es+�
gi5\d-Tnw-e JMAvta
cWEIDR Iy
APPROVED BLANKET BILL OF SALE AND ASSIGNMENT
DATE: 06/01/22
FILE NUMBER: A-2022-0095 THIS BILL OF SALE (this "Assignment") is executed as of the 18111 day of December, 2020
ffective Date"), by HORIZON TOWER LIMITED PARTNERSHIP-ll, a Kansas limited
partnership ("Assignor"), having offices at 7227 Metcalf Avenue, Suite 201, Overland Park,
Kansas 66204, in favor of HORIZON TOWER LIMITED, LLC, a Kansas limited liability company
("Assignee"), having offices at 7227 Metcalf Avenue, Suite 201, Overland Park, Kansas 66204.
Assignor and Assignee are sometimes referred to in this Assignment as a "Party" and, collectively,
as the "Parties".
RECITALS:
WHEREAS, the business of Assignor is to develop, build, own, operate, finance, provide
for management of, lease, hold for investment, and possibly sell or otherwise dispose of
communications towers and other wireless infrastructure; and
WHEREAS, Assignor with the required approval of its Management Committee and a
majority of its Limited Partners has undertaken an organizational restructuring of Assignor
generally as follows: (a) the formation of a new Kansas limited liability company, HORIZON
TOWER HOLDCO, LLC ("HoldCo"), as a wholly -owned subsidiary of Assignor and the parent of
Assignee; (b) the formation of Assignee, as a wholly -owned subsidiary of HoldCo; and (c) the
transfer and contribution of substantially all of the business and assets of Assignor as a
contribution to the capital of Assignee and as a deemed contribution to the capital of HoldCo (the
"Restructuring") in preparation for and in connection with the Assignee obtaining financing from
CIT BANK, N.A. ("Lender") in the amou the "CIT Loan"); and
WHEREAS, in connection with and in furtherance of the Restructuring, Assignor and
Assignee have determined to enter into this Assignment;
NOW, THEREFORE, in consideration of the above and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Tower Assets. Tower Assets rneans the all real and personal property related to
the wireless communication towers and other wireless communication infrastructure of Assignor
either existing or under construction together with all real property interests owned or held by
Assignor related to such sites and any sites held for future development (collectively, "Tower Site
Leases") listed on Exhibit "A" attached hereto and incorporated herein by this reference
(collectively "Tower Sites") and the site leases with one or more wireless telecommunication
service providers with respect to the Tower Sites and listed on Exhibit "B" attached hereto and
incorporated herein by this reference (collectively, "Carrier Leases") (the Tower Site Leases, the
Tower Sites and the Carrier Leases are collectively referred to as the "Tower Assets").
2. Personal Property. "Personal Property" shall mean all of those articles of personal
property owned by Assignor and located at and used in connection with the operation of the Tower
Assets.
3. Net OpEx Receivable. "Net OpEx Receivable" means the aggregate operating
expenses advanced to the Operations Partner of Assignor less the aggregate milestone fees
earned by the Operations Partner or Assignor as of the Effective Date and described on "Exhibit
"C" attached hereto and incorporated herein by this reference.
APPROVED
N, E., oero�izz q.
5. Incorporation of Recitals. The recitals set forth above are incorporated herein by
reference and made a part of this Agreement as fully as if set forth herein.
G. Assignment. For good and valuable consideration received by Assignor as a result
of its acquisition of an indirect (through HoldCo) 100% equity membership interests of Assignee,
the receipt and sufficiency of which are hereby acknowledged by Assignor, Assignor hereby
grants transfers and assigns to Assignee the entire right, title and interest of Assignor in and to:
(a) the Tower Assets; (b) Personal Property; (c) the Net OpEx Receivable; (d) the Equity Interests;
and (e) any and all other assets owned by Assignor and related to Tower Assets other than cash
but including accounts receivable (collectively, the "Ass fined Assets'). Assignor covenants and
agrees to warrant and forever defend title to the Assigned Assets unto Assignee against any and
all persons lawfully claiming the whole or any part thereof by, through or under Assignor, and
none other. Except as set forth in the immediately preceding sentence, Assignor makes no
warranties or representations as to the Assigned Assets. Specifically, the Tower Assets and the
Personal Property is transferred "AS IS" and ALL WARRANTIES OF QUALITY, FITNESS AND
MERCHANTABILITY ARE HEREBY EXCLUDED.
7. Assumption. Assignee assumes all obligations and liabilities of Assignor arising
on or after the date of this instrument (a) under the Tower Site Leases, (b) the Carrier Leases,
and (c) under or related to the Equity Interests under or pursuant to the organization documents
of each entity and under applicable law. Assignee covenants and agrees to indemnify, defend,
and hold Assignor harmless of and from all liability, loss, damages, costs and expenses including,
Without limitation, court costs and reasonable attorneys' fees which Assignor may suffer or incur
by reason of any act or cause of action occurring or accruing on or after the Effective Date of this
Assignment relating to the Tower Leases, the Carrier Leases and the Equity Interests. Assignor
covenants and agrees to indemnify, defend, and hold Assignee harmless of and from all liability,
loss, damages, costs and expenses including, without limitation, court costs and reasonable
attorneys' fees which Assignee may suffer or incur by reason of any act or cause of action
occurring or accruing before the Effective Date of this Assignment relating to the Tower Site
Leases, the Carrier Leases and the Equity Interests. Notwithstanding the foregoing, the Parties
understand, acknowledge and agree that, except as specifically provided above, Assignee is
assuming no liabilities or obligations of Assignor whatsoever. In addition, Assignee agrees to be
bound by all of the terms and conditions of the respective operating agreement of each of Hawaii
DAS, H2M and Tiffany from and after the Effective Date.
8. Attorneys' Fees. If either Assignee or Assignor, or their respective successors or
assigns, file suit to enforce the obligations of the other party under this Assignment, the prevailing
party shall be entitled to recover the reasonable fees and expenses of its attorneys.
9. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of Assignor and Assignee and their respective successors and assigns.
APPROVED
oeiovzz 10. Counterparts Electronic Execution. This Assignment may be executed in several
rparts, and all counterparts so executed shall constitute one Assignment, binding on all of
Irties hereto, notwithstanding that all of the Parties are not signatories to the original or the
same counterpart. Any counterpart may be delivered via email, facsimile or other electronic
means and such electronic signature will be accorded the same binding legal effect as an original,
"blue ink" signature.
(THE BALANCE OF THE PAGE IS LEFT BLANK INTENTIONALLY -SIGNATURE PAGE
FOLLOWS
lignment
APPROVEDIN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
the day and year first above written.
UNW11e04101i
HORIZON TOWER LIMITED PARTNERSHIP -II, a Kansas limited partnership
By: Vista Tower Management, LLC, its general partner
By:
a ci Anderse , Managing Member
ASSIGNEE:
HORIZON TOWER LIMITED, LLC, a Kansas limited liability company
By: Vista Tower Management, LLC, its manager
By:�
Darci Andes n, Managing Member
Attachments:
Exhibit "A" — Tower Sites
Exhibit "B" — Carrier Leases
Exhibit "C" — Net OpEx Receivable
l �JE ID$ I:1,-
APPROVED
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Request for Taxpayer Give Form to the
Identification Number and Certification requester. Do not
APPROVED
ry send to the IRS.
IMER
06i01/22
► Go to www.irs.gov/FormW9 for instructions and the latest information.
)A:P
own on your income tax return). Name is required on this line; do not leave this line blank.
!cE •lutjaEe:A-zozz-0oss
LIMITED PARTNERSHIP -II
2 Business name/disregarded entity name, if different from above
HORIZON TOWER LIMITED, LLC
rh
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
4 Exemptions (codes apply only to
mfollowing
seven boxes.
certain entities, not individuals; see
a
o
ElIndividual/sole proprietor or ElC Corporation ElS Corporation ElPartnership ElTrust/estate
instructions on page 3):
c
single -member LLC
Exempt payee code (if any)
�
❑✓ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► P
p ;?
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
Exemption from FATCA reporting
y
LLC if the LLC Is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
code (if any)
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
a o
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
•V
G)
❑ Other (see instructions)►
(Applies foecrounts melnfelned ovtslde the US.)
(A
5 Address (number, street, and apt. or suite no.) See instructions.
Requester's name and address (optional)
(n
117 TOWN & COUNTRY DR., SUITE A
6 City, state, and ZIP code
DANVILLE, CA 94526
7 List account number(s) here (optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
Social security number
backup withholding. For individuals, this is generally your social security number However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I,, later. For other
- m _
pntitipq it iq vni fr pmnlnvpr iripntification number (FINI. If you do not have a number. see How to aet a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
■,FTiil■ Gertitication
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured pro erty, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, ar@ no quired to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
1
Sign Signature of _ --
Here U.S. person ► } Date ► 1 1 G
General Instruction
Section references are to the Internal evenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/F6rmW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (FIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 10-2018)
VERIZON WIRELESS HQ NETWORK REAL ESTATE
(E KIDIA\_ CHANGE OF NAME FORM
APPROVED otify Verizon Wireless HQ Network Real Estate of a Name Change / Business Name Change for a
r under an existing lease or similar agreement.
)A'E 06/01/22
`'E PH_320th Ave & Sun Valley Pkwy Contract Number:
Site Address: 30040 W Tartesso Pkwy, Buckeye, AZ 85396
Vendor No. 0000134607
By signing below, you the Landlords or, acknowledge and authorize the new payee(s) noted on this Change of Name Form to
receive rent payments for this is ing le)se or similar agreement.
Signature: ` Date: 01 /06/2021
Print Name: Paul Buschi I
Rent payments will be delayed if form is not properly acknowledged.
Section 2 — Check off the Name Change that applies and provide documentation to support the change
❑ Narne Change Due to Marriage ❑ Name Change Due to Divorce
• Provide a copy of the marriage license 0 Provide a copy of the divorce decree
0 New Business Name - Provide documentation that adequately demonstrates the new business name. Examples include but
are not limited to:
• Corporate Resolution
• Merger Document
• Secretary of State Documentation
Section 3 - To be completed by all Payees who will be receiving a rent payment for this existing lease or sirnilar agreement. If there
is more than one payee, please make copies of this paqe.
PAYEE 1 HORIZON TOWER LIMITED, LLC
Payee Name:
Payee Name must match the name on the IRS W9 form
Phone Number: 925-314-1 1 1 3 Email Address: Paul@horizontower.com
PAYMENT ADDRESS*
NOTICE ADDRESS ❑ Check here if same as payment address
117 Town & Country Dr.
Suite A
Danville, CA 94526
*For corporations, if an attention line is used in the Payment Address, it cannot contain a specific narne. Payments can only be directed to the
attention of a department name or department title.
If there is only one payee, the percentage should be 100%. If there are multiple payees,
Payment Percentage 100 % all the ercenta)es added together must equal 100%. Do NOT use fractions or decimals.
�
Payee Signature: Date: 01 /06/82021
In addition to providing this form and the requVed-documentation noted above, EACH payee will need to submit the following
completed forms:
• IRS W9 Form
• HQNRE Electronic Funds (EFT) Form (only if direct deposit is desired)
Changes will be processed upon receipt of all complete and accurate information requested. It takes at least one full payment
cycle for these changes to take effect.
Verizon Wireless
Please submit all completed forms via USPS Certified Mail or Attn: Network Real Estate
traceable carrier to: 180 Washington Valley Road
Bedminster, NJ 07921
If you have any questions about this form, please call the Verizon Wireless Network Real Estate toll -free Landlord
hotline: 866-862-4404. Rev 412015
`(E IDI� IA\
Bulk update
APPROVED VZW contract #
D,TL 06/01/22 d the Contract number aka the
FIIENtUBEF•A-2022-0095 r" on your checks under the
ion. EX
NG188438AO1 LEAS20210501. 1 only need
the numbers after NG and before the A. So
in this case 188438
Ownership Char
Pavee Site ID
Any short (not more than 15 characters)
phase or number you would like to
accompany your check to help you identify it.
113752
MARSHCREEK-CA4035
93294
Festival Ranch AZ4100
92469
TARTESSOW ESTAZ4101
139236
LODIHIGHCA4002
126825
Glen Ellen SDC
150772
NAPAVALLEYEXPO
149332
Fairfield
171379
Royal Oaks
176679
HATCH N M4203
174487
Villagio AZ4104
181413
Canam WY4701
176468
RIO BRAVO-N M4204
179562
Hansard
186293
Arroyo
184992
Selma
184268
C ISN E ROS-TX4502
191757
Brewster
185776
Donnelly
188445
Mann
189027
Juniper NM4207
192045
Iron Horse
188438
Cedar Pines CA4073
188536
SPAN ISHSU N-1 D4302
199045
REPUBLIC -I D4305
199069
DIKE ACCESS-ID4714
194044
Woodland
186807
SOCORRO-TX4501
208548
BEAGLE-ID4304
Richey OR4602
Meadow Wood ID4307
Fountain Valley C04714
No Text
�E IDIAN>
d leases pending payments
APPROVED
DATE: 06/01/22
FILE NUMBER:—WIDo55
Commenced 1/1/21 still have not received payment.
Commenced 2 1 21 still have not received payment.
Commenced 2/14/21 still have not received payment.
CUEIDR IAy
�� Site Address
APPROVED
DATE: 06/01/22
FILE NUMBER: ^-20210000
2557 N. Sky View Ln. Eagle, ID 83616
N448 S. Maple Grove Road, Boise, ID 83713
6155 Fountain Valley School Rd., Colorado Springs, CO 80911